Catalent, Inc.’s $139 Million Acquisition of Juniper Pharmaceuticals, Inc.


Goodwin advised Juniper Pharmaceuticals, Inc. (Nasdaq: JNP) on its definitive agreement with Catalent, Inc., for Catalent to acquire all of the outstanding shares of Juniper at a price of $11.50 per share in cash.

Catalent, Inc. (NYSE: CTLT), the leading global provider of advanced delivery technologies and development solutions for drugs, biologics and consumer health products, has agreed to acquire Juniper Pharmaceuticals, Inc. (NASDAQ: JNPR), including its Nottingham, U.K.-based Juniper Pharma Services division. When combined with Catalent’s existing industry-leading drug development and manufacturing capabilities in the U.S. and Europe, the acquisition of Juniper will expand and strengthen Catalent’s offerings in formulation development, bioavailability solutions and clinical-scale oral dose manufacturing, and will complement its integrated global clinical and commercial supply network.

Juniper’s nearly 150 employees have deep scientific expertise in formulation development, and supply, and will augment Catalent’s current portfolio of solid-state screening, preformulation, formulation, analytical, and bioavailability enhancement solutions, including development of spray-dried dispersions, with integrated development, analytical, and clinical manufacturing co-located in its Nottingham facility.

Catalent will continue to support Juniper’s CRINONE® (progesterone gel) franchise marketed by Merck KGaA outside of the U.S. Juniper’s Intravaginal Ring development pipeline was previously licensed to Daré Bioscience, and Catalent will not be involved in the further development of this program. The acquisition of Juniper is subject to certain customary closing conditions, including that a majority of Juniper’s shares are tendered into the offer, and is expected to close in the first quarter of Catalent’s 2019 fiscal year, which began on July 1, 2018.

Like Catalent, Juniper has expertise in solid-state and preclinical formulation screening for lead-candidate selection, phase-appropriate dose-form development, and superior technologies for challenging molecules, which will strengthen and expand on Catalent’s OptiForm® Solution Suite platform. Juniper provides bioavailability enhancement solutions for the development of poorly soluble compounds, including nano-milling, spray drying, hot-melt extrusion, lipid-based drug delivery, and cGMP clinical manufacturing, including specialized facilities and controls for potent and controlled substances.

In 2016, Catalent purchased Pharmatek Laboratories, Inc. and has invested in its San Diego facility to create a center of excellence for early drug development on the U.S. West Coast. Earlier this year, Catalent announced that it would invest in its Somerset, New Jersey facility to create a similarly focused center of excellence on America’s East Coast. Juniper will now provide similar capabilities in the U.K. and will complement Catalent’s multi-site oral manufacturing network to provide pharmaceutical innovators with a comprehensive solution to accelerate their drug development processes.

The Goodwin deal team was led by Michael Bison (Picture), Stuart Cable, James Matarese and Lillian Kim.

Involved fees earner: Michael Bison – Goodwin Procter; Stuart Cable – Goodwin Procter; James Matarese – Goodwin Procter; Lillian Kim – Goodwin Procter;

Law Firms: Goodwin Procter;

Clients: Juniper Pharmaceuticals, Inc.;

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Author: Ambrogio Visconti